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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
 
FORM
10-K/A
(Amendment
No.1)
 
☒
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For
the fiscal year ended: March 31, 2024
 
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For
the transition period from _____________ to _____________
 
Commission
file number: 000-56157
 
Antiaging
Quantum Living Inc.
(Exact
name of small business issuer as specified in its charter)
 


New York
 
47-2643986

(State
    or other jurisdiction
of
    incorporation)
 
(IRS
    Employer
Identification
    No.)

 
133-27
39th Ave Ths #PH2A
Flushing,
NY 11354
 
917-470-5393
(Registrant’s
telephone number, including area code)
 
Achison
Inc., 
1345
Avenue of the Americas 33rd
Floor
New
York, NY 10105
(Former
name, former address and former fiscal year, if changed since last report)
 
Securities
registered pursuant to Section 12(b) of the Act:
 


Title
    of each class
 
Trading
    Symbol(s)
 
Name
    of each exchange on which registered

Not
    Applicable
 
Not
    Applicable
 
Not
    Applicable

 
Securities
registered pursuant to Section 12(g) of the Act: Class A Common Stock
 
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
 
Indicate
by check mark whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No
☒
 
Indicate
by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
 
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
 
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. ☐
 
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
 
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition
of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
 


 
Large accelerated
    filer ☐
Accelerated
    filer ☐

 
Non-accelerated filer ☐
Smaller reporting company
    ☒

 
 
Emerging growth company
    ☒

 
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
 
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
 
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
 
The
aggregate market value of the voting and non-voting shares of the Company’s Class A common stock held by non-affiliates based on
the last sale of the Class A Common Stock on September 30, 2023, was $858,000.
 
Number
of shares outstanding of each of the issuer’s classes of common stock on March 31, 2024: Class A Common Stock: 29,995,000.
 
 

 

 
 


 
Explanatory Note
 
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends
the Annual Report on Form 10-K of Antiaging Quantum Living Inc. (the “Company,” “we,” “us,” or “our”)
for the year ended December 31, 2023 (the “Original Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”)
on April 15, 2024. This Amendment is being filed solely to include additional Report of Independent Registered Public Accounting Firm
that was omitted from the Original Form 10-K.
 
Except as described above, no other amendments are being made to the Original
Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and our other filings with the SEC.
 


 
 

 
TABLE
OF CONTENTS
 


Note About Forward-Looking Statements
 
3

 
 
 
 

PART I
 
 

 
 
 
 

Item 1.
Business
 
3

 
 
 
 

Item 1A.
Risk Factors
 
5

 
 
 
 

Item 1B.
Unresolved Staff Comments
 
5

 
 
 
 

Item 2.
Properties
 
5

 
 
 
 

Item 3.
Legal Proceedings
 
5

 
 
 
 

Item 4.
Mine Safety Disclosures
 
5

 
 
 
 

PART II
 
 

 
 
 
 

Item
    5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
6

 
 
 
 

Item 6.
Selected Financial Data
 
7

 
 
 
 

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
7

 
 
 
 

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
 
9

 
 
 
 

Item 8.
Financial Statements and Supplementary Data
 
9

 
 
 
 

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
10

 
 
 
 

Item 9A.
Controls and Procedures
 
10

 
 
 
 

Item 9B.
Other Information
 
11

 
 
 
 

PART III
 
 

 
 
 
 

Item 10.
Directors, Executive Officers and Corporate Governance
 
11

 
 
 
 

Item 11.
Executive Compensation
 
13

 
 
 
 

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
14

 
 
 
 

Item 13.
Certain Relationships and Related Transactions, and Director Independence
 
15

 
 
 
 

Item 14.
Principal Accounting Fees and Services
 
15

 
 
 
 

PART IV
 
 

 
 
 
 

Item 15.
Exhibits, Financial Statement Schedules
 
16

 
 
 
 

Signatures
 
17


 

2
 

 

NOTE
ABOUT FORWARD-LOOKING STATEMENTS
 
The
information contained in this Report includes some statements that are not purely historical and that are “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These
forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities
in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally
identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,”
“could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,”
“possible,” “potential,” “predicts,” “projects,” “seeks,” “should,”
“will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does
not mean that a statement is not forward-looking.
 
Forward-looking
statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the
forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based,
in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis
of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s
expectations, beliefs or projections will result or be achieved or accomplished.
 
In
addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause
actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition,
dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products,
ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to
update forward-looking statements to reflect events or circumstances after the date hereof.
 
Unless
expressly indicated or the context requires otherwise, the terms “Antiaging,” “Company,” “we,” “us,”
and “our” in this document refer to Antiaging Quantum Living Inc., a New York corporation.
 
PART
I
Item
1. Business
 
History
and Overview
 
Antiaging
Quantum Living Inc., previously known as Achison Inc., (the “Company”) is a New York corporation formed on December 29, 2014.
Our current principal executive office is located at 133-27 39th Ave, Ths #PH2A, Flushing, NY 11354, New York. Tel: 917-470-5393.
 
On
July 1, 2019 Lansdale Inc, the principal stockholder of the Company (“Seller”) and controlled by the Company’s prior
President, Mr. Wanjun Xie, entered into a Stock Purchase Agreement (the “Agreement”) with Dazhong 368 Inc, (the “Buyer”),
pursuant to which, among other things, Seller agreed to sell to the Buyer, and the Buyer agreed to purchase from Seller, a total of 9,000,000
shares of Class A Common Stock of the Company of record and beneficially by Seller. The Purchased Shares represented approximately 90%
of the Company’s issued and outstanding shares of Class A Common Stock, resulting in a change of the control of the Company. Mr.
Dingshan Zhang was appointed as the President and CEO of the Company at the same date.
 

3
 


 
Prior
to the change of the management team, the Company was engaging in holding or trading securities in the US market, trading spot silver
in Singapore’s market as well as to trade whisky in the UK market. The Company has changed its focus to operate online advertising
business through www.dazhong368.com (the “Website”) in the New York area.
 
The
Website was established by Mr. Zhang in 2014 which is mainly focused on customers in the Greater New York area. The Website advertises
different markets for professional individuals or companies including real estate, services, accounting, legal and so forth. We charge
certain fees from these advertisements posted on our Website. The Company expects to generate revenue from the online advertising business
and we also seek other profitable business at the same time.
 
On
March 21, 2023, Barry Wan entered into a stock purchase agreement acquiring control of 29,215,000 restricted shares of common stock of
the Company, representing approximately 97.4% of the Company’s total issued and outstanding common stock from Dazhong 368 Inc and
Sophia 33 Inc, two New York corporations controlled by the Company’s then President, Chief Executive Officer and sole director,
Dingshan Zhang (the “transaction”).
 
On
April 10, 2023, during the closing of the transaction, Barry Wan assigned all his shares to New Lite Ventures LLC (A.K.A. “New
Living Ventures LLC”, “LLC”), a Delaware Limited Liability Company, with which Barry Wan is the sole member. The foregoing
transaction resulted in a change of control of the Company, with LLC 97.4% of the Company’s outstanding Common Stock. Both before
and after the transactions, the Company had 29,995,000 shares of its common stock outstanding.
 
In
connection with the transaction, on April 10, 2023, Mr. Dingshan Zhang resigned from all positions he held with the Company. On April
10, 2023, Ms. Jing Wan was appointed by our majority shareholder as our Chief Executive Officer, Chief Financial Officer, President and
Director. On June 16, 2023, Mr. Barry Wan was approved by Directors Resolution to act as the new Chief Executive Officer, Chief Financial
Officer, Treasurer, Secretary, and Chairman of the Board of Directors after Ms. Jing Wan resigned. The Company was renamed as Antiaging
Quantum Living Inc. on June 14, 2023 by the new management. Along with the name change, the ticker symbol of the Company was modified
to “AAQL”. The Company plans to continue its existing operations through its website at www.dazhong368.com, which,
since 2014, has provided online advertising to different individuals or companies operating in real estate, accounting, legal and other
professional services in the New York City area. Its revenues are generated from advertising fees.
 
On
October 4, 2023, the Board of Directors of the Company approved the appointment of PWN LLP to be the new independent registered public
accounting firm, as a result of the competitive selection process to determine the independent registered public accounting firm for
the financial period ending September 30, 2023. The action effectively dismissed Simon & Edward, LLP as the Company’s independent
registered public accounting firm as of October 4, 2023
 
On
December 29, 2023, the Board of Directors of the Company adopted a resolution to expand its operations into the global market, specifically
targeting the Asia-Pacific and Chinese markets. In line with this expansion, the Company established multiple business entities as follows:
AAQL Inc. (“BVI Holding”), a British Virgin
Islands Company wholly owned by the Company, AAQL HK Limited (“Hong Kong Holding”), a wholly-owned subsidiary of BVI Holding,
Antiaging Doctor Hangzhou Holding LTD (“Dao Ling Doctor Hangzhou”), a wholly-owned subsidiary of Hong Kong Holding, Dao Ling
Doctor (Zhejiang) Health Management Limited (“Dao Ling Doctor Zhejiang”), a wholly-owned subsidiary of Dao Ling Doctor Hangzhou,
and Dao Ling Doctor (Huzhou) Health Management Limited ( “Dao Ling Doctor Huzhou”), a wholly-owned subsidiary of Dao Ling
Doctor Hangzhou. Consequently, this transition eventually shifted the Company from being categorized
as a shell company under 17 CFR § 240.12b-2 to an entity actively conducting business operations through its subsidiaries.
 

Dao
Ling Doctor Zhejiang’s primary business involves providing professional technical development and maintenance services to distributors
of the “Dao Ling Doctor” brand, and collecting technical service fees. 
 
Dao
Ling Doctor Huzhou’s primary business involves providing health consulting services (excluding diagnosis and treatment services),
network and information security software development and big data services, and other services. 
 
Products
and Services
 
Our
current services will focus on the website development, maintenance and online business advertisement. Meanwhile, we will also search
for different business opportunities to be acquired by the Company.
 
We
will continue to improve our online platform in order to expand our customer base. The potential customer resource of our online advertising
platform will be mainly from professional individuals and small companies that will use our platform to promote their services or products
to their end-users.
 

4
 

 

Strategy
 
Our
strategy is to target the small to medium-sized companies as well as the professional individuals that will use our Website to promote
their products or services. Except to build up a customized ID card introduction for each of our customers, we will also help our customers
to maintain their content information posted under their ID card introduction. We hope this one-stop service will better serve our potential
customers.
 
Competitive
Conditions
 
The
online advertising industry is highly competitive, rapidly evolving and subject to constant technological change and intense marketing
by providers with similar products and services.
 
A
few of our competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating
histories, greater name recognition and more established relationships in the industry than we have. As a result, certain of these competitors
may be able to adopt more aggressive pricing policies that could hinder our ability to market our services. We believe that our key competitive
advantages are our ability to deliver reliable, high quality service in a cost-effective manner. We cannot provide assurances, however,
that these advantages will enable us to succeed against comparable service offerings from our competitors
 
Item
1A. Risk Factors
 
Not
applicable to smaller reporting companies
 
Item
1B. Unresolved Staff Comments
 
None
 
Item
2. Properties
 
The
Company owns no real estate. We currently maintain our corporate office at 133-27 39th Ave Ths #PH2A, Flushing, NY 11354, Tel: 917-470-5393.
The President of the Company provides the office space at no cost.
 
Item
3. Legal Proceedings
 
None
 
Item
4. Mine Safety Disclosures
 
Not
Applicable.

 

5
 

 

PART
II
 
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Market
Information
 
There
has only been limited trading for the Company’s Class A common stock since it began trading on October 19, 2021. There is no assurance
that an active trading market will ever develop or, if such a market does develop, that it will continue. The Securities and Exchange
Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to the Company,
as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve
a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement
to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s
account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives
of the person and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person
has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating
to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination
and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has
to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable
to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available
to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in penny stocks.
 
Because
of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may
affect the ability of our shareholders to sell their shares in the secondary market and have the effect of reducing the level of trading
activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock
in the market place. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of
our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.
 
On
June 3, 2021, our Class A common stock was listed for quotation on the OTC Markets under the symbol “ACHN”. The OTC Markets
is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity
securities. The OTC Markets securities are traded by a community of market makers that enter quotes and trade reports. This market is
limited in comparison to the national stock exchanges and any prices quoted may not be a reliable indication of the value of our common
stock.
 
In
2023, following the name change, the Company underwent Corporate Actions to change its symbol from “ACHN” to “AAQL”,
effective September 26, 2023.
 
On
April 3, 2024, the closing price of our Class A common stock reported on the OTC Markets was $0.88 per share. The following table sets
forth, for each of the quarterly periods indicated, the high and low sales prices of our common stock, as reported on the OTC Markets.
 


Year 2023 
Low  
High 

January 1 through March 31, 2023 
$0.12  
$0.29 

April 1 through June 30, 2023 
$0.18  
$0.99 

July 1 through September 30, 2023 
$0.79  
$1.10 

October 1 through December 31, 2023 
$0.78  
$1.10 

 


Year 2024 
Low  
High 

January 1 through March 31, 2024 
$0.53  
$0.99 

April 1 through April 3, 2024 
$0.54  
$0.87 

 
Holders
 
There
are approximately 37 holders of the Company’s Class A Common Stock. This figure does not include holders of shares registered in
“street name” or persons, partnerships, associates, corporations or other entities identified in security position listings
maintained by depositories.
 

6
 

 

Dividends
 
We
have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable
future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend
on our earnings and financial position and such other facts, as the Board of Directors deems relevant.
 
Securities
Authorized under Equity Compensation Plans
 
We
do not have any equity compensation plans.
 
Common
Stock Currently Outstanding
 
As
of March 31, 2024, 29,995,000 shares of Class A common stock were issued and outstanding.
 
Repurchases
of Equity Securities
 
None
 
Reports
to Stockholders
 
We
are currently subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will continue to file
periodic reports, and other information with the SEC.
 
Transfer
Agent
 
Dynamic
Stock Transfer, Inc., 45 W. Easy Street, Suite 28, Simi Valley, CA 93065 is the registrar and transfer agent for the Company’s
common stock.
 
Recent
Sales of Unregistered Securities
 
None.
 
Additional
Information
 
We
are a reporting issuer, subject to the Securities Exchange Act of 1934. Our Quarterly Reports, Annual Reports, and other filings can
be obtained from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the
hours of 10 a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission at http://www.sec.gov.
 
Item
6. Selected Financial Data
 
Not
required under Regulation S-K for “smaller reporting companies.”
 
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The
following discussion of our results of operations and cash flows for the years ended March 31, 2024 and 2023, and financial conditions
as of March 31, 2024, and 2023 should be read in conjunction with our consolidated financial statements and the related notes included
elsewhere in this Form 10-K.
 
Overview
 
Antiaging
Quantum Living Inc., previously known as Achison Inc., (the “Company”) was incorporated under the laws of the State of New
York on December 29, 2014.
 

7
 

 

On
July 1, 2019, Lansdale Inc, the principal stockholder of the Company (“Seller”) and controlled by the Company’s prior
President, Mr. Wanjun Xie, entered into a Stock Purchase Agreement (the “Agreement”) with Dazhong 368 Inc, (the “Buyer”),
pursuant to which, a total of 9,000,000 shares of Class A common stock of the Company were transferred to the Buyer, representing approximately
90% of the Company’s issued and outstanding shares of Class A common stock, resulting in a change of the control of the Company.
Mr. Dingshan Zhang was appointed as the President and CEO of the Company at the same date.
 
Prior
to the change of the management team, the Company was engaging in holding or trading securities in the US market, trading spot silver
in Singapore’s market as well as to trade whisky in the UK market. The Company has changed its focus to operate online advertising
business through www.dazhong368.com (the “Website”) in the New York area.
 
The
Website was established by Mr. Zhang in 2014 which is mainly focused on customers in the Greater New York area. The Website advertises
different markets for professional individuals or companies including real estate, services, accounting, legal and so forth. We charge
certain fees from these advertisements posted on our Website. The Company expects to generate revenue from the online advertising business
and we also seek other profitable business at the same time.
 
On
March 21, 2023, Barry Wan entered into a stock purchase agreement acquiring control of 29,215,000 restricted shares of common stock of
the Company, representing approximately 97.4% of the Company’s total issued and outstanding common stock from Dazhong 368 Inc and
Sophia 33 Inc, two New York corporations controlled by the Company’s then President, Chief Executive Officer and sole director,
Dingshan Zhang (the “transaction”).
 
On
April 10, 2023, during the closing of the transaction, Barry Wan assigned all his shares to New Lite Ventures LLC (A.K.A. “New
Living Ventures LLC”, “LLC”), a Delaware Limited Liability Company, with which Barry Wan is the sole member. The foregoing
transaction resulted in a change of control of the Company, with LLC 97.4% of the Company’s outstanding Common Stock. Both before
and after the transactions, the Company had 29,995,000 shares of its common stock outstanding.
 
In
connection with the transaction, on April 10, 2023, Mr. Dingshan Zhang resigned from all positions he held with the Company. On April
10, 2023, Ms. Jing Wan was appointed by our majority shareholder as our Chief Executive Officer, Chief Financial Officer, President and
Director. On June 16, 2023, Mr. Barry Wan was approved by Directors Resolution to act as the new Chief Executive Officer, Chief Financial
Officer, Treasurer, Secretary, and Chairman of the Board of Directors after Ms. Jing Wan resigned. The Company was renamed as Antiaging
Quantum Living Inc. on June 14, 2023 by the new management. Along with the name change, the ticker symbol of the Company was modified
to “AAQL”. The Company plans to continue its existing operations through its website at www.dazhong368.com, which,
since 2014, has provided online advertising to different individuals or companies operating in real estate, accounting, legal and other
professional services in the New York City area. Its revenues are generated from advertising fees.
 
On
October 4, 2023, the Board of Directors of the Company approved the appointment of PWN LLP to be the new independent registered public
accounting firm, as a result of the competitive selection process to determine the independent registered public accounting firm for
the financial period ending September 30, 2023. The action effectively dismissed Simon & Edward, LLP as the Company’s independent
registered public accounting firm as of October 4, 2023
 
On
December 29, 2023, the Board of Directors of the Company adopted a resolution to expand its operations into the global market, specifically
targeting the Asia-Pacific and Chinese markets. In line with this expansion, the Company established multiple business entities as follows:
AAQL Inc. (“BVI Holding”), a British Virgin
Islands Company wholly owned by the Company, AAQL HK Limited (“Hong Kong Holding”), a wholly-owned subsidiary of BVI Holding,
Antiaging Doctor Hangzhou Holding LTD (“Dao Ling Doctor Hangzhou”), a wholly-owned subsidiary of Hong Kong Holding, Dao Ling
Doctor (Zhejiang) Health Management Limited (“Dao Ling Doctor Zhejiang”), a wholly-owned subsidiary of Dao Ling Doctor Hangzhou,
and Dao Ling Doctor (Huzhou) Health Management Limited ( “Dao Ling Doctor Huzhou”), a wholly-owned subsidiary of Dao Ling
Doctor Hangzhou. Consequently, this transition eventually shifted the Company from being categorized
as a shell company under 17 CFR § 240.12b-2 to an entity actively conducting business operations through its subsidiaries.
 

Dao
Ling Doctor Zhejiang’s primary business involves providing professional technical development and maintenance services to distributors
of the “Dao Ling Doctor” brand, and collecting technical service fees. 
 
Dao Ling Doctor
Huzhou’s primary business involves providing health consulting services (excluding diagnosis and treatment services), network and
information security software development and big data services, and other services. 

 

8
 


 
Results
of Operation for the years ended March 31, 2024 and 2023

 


  
2024  
2023  
$ Changed  
% Changed 

Revenue 
 7,499  
 13,600  
 (6,101) 
 (44.86)%

Cost of revenues 
 771  
 -  
 771  
 100.00%

Selling, general and administrative expenses 
 419,745  
 50,230  
 369,515  
 735.65%

Other income (loss) 
 46  
 -  
 46  
 100.00%

Loss from operations 
 (412,971) 
 (36,630) 
 (376,341) 
 1027.41%

Net loss 
 (412,971) 
 (36,630) 
 (376,341) 
 1027.41%

 
During
the years ended March 31, 2024 and 2023, the Company generated revenue in the amount of $7,499 and $13,600, respectively. During the
years ended March 31, 2024 and 2023, the Company incurred operating expenses of $419,745 and $50,230, respectively. The increase in
operating expenses was mainly due to the increase in charitable donation expense of $10,000, rental expenses and employee wages and
benefits, and professional fees. The Company has commenced its operation hence the expenses have increased. To align with the
business direction, the Company increased professional fees and other services as required. Moreover, as an act of goodwill and a
display of philanthropy, the Company made a charitable donation of $10,000.
 
For
the years ended March 31, 2024, our net loss was $412,971 comparing to a net loss of $36,630 for the years ended March 31, 2023. The
increase in net loss is mainly due to the increased operating expenses.
 
Equity
and Capital Resources
 
As
of March 31, 2024, we had an accumulated deficit of $689,303. As of March 31, 2024, we had cash of $166,552 and negative working capital
of $647,227, compared to cash of $354 and a negative working capital of $86,647 as of March 31, 2023.
 
The
increase in the working capital was primarily due to advances from related party, proceeds from loans payable, increase of accounts payables
and customer advances, and the loan forgiveness by the former President which was partially offset by cash used to pay for operating
expenses.
 
The
accounts payable increase as a result of unpaid service fees incurred, while customer advances increased as a result of payments received
from customers who placed order of goods through its mobile application.
 
We
had Cash and cash equivalent of approximately $166,552 at March 31, 2024, and the Company also do not have any bank loans; Our liabilities
are mainly borrowed by the Company’s shareholders and do not require us to return them at this time. Shareholders will continue
to invest if necessary. Now, the company is operating normally, and we will make some efforts on our expense control in the near future.
 
Going
Concern Assessment
 
The
Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern.
These adverse conditions are negative financial trends, specifically cash outflow from operating activities, operating losses, accumulated
deficit and other adverse key financial ratios.
 
Management’s
plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve
its business profitability, its ability to generate sufficient cash flow from its operations and execute the business plan of the Company
in order to meet its operating needs on a timely basis. However, there can be no assurance that these plans and arrangements will be
sufficient to fund the Company’s ongoing capital expenditures and other requirements.
 
The
financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts
and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
 
Off-Balance
Sheet Arrangements
 
We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that
is material to stockholders.
 
Critical
Accounting Policies
 
The
discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements
requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.
These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding
the basis and nature of the estimates and assumptions included in footnote 2 of our financial statements is critical to an understanding
of our financial statements.
 
Item
7A. Quantitative and Qualitative Disclosures About Market Risk
 
Not
required under Regulation S-K for “smaller reporting companies.”
 
Item
8. Financial Statements and Supplementary Data
 
Our
audited financial statements are set forth in this Annual Report beginning on page F-3.
 

9
 

 

ANTIAGING
QUANTUM LIVING INC. 
INDEX
TO FINANCIAL STATEMENTS 
 


Report of Independent Registered Public Accounting Firm (PCAOB ID NO: 6882)
F-2

 
 

Report of Independent Registered Public Accounting Firm (PCAOB
ID NO: 2485)
F-3

 
 

Balance Sheets as of March 31, 2024 and 2023
F-4

 
 

Statements of Operations for the Years ended March 31, 2024 and 2023
F-5

 
 

Statements of Changes in Stockholders’ Deficit for the Years ended March 31, 2024 and 2023
F-6

 
 

Statements of Cash Flows for the Years ended March 31, 2024 and 2023
F-7

 
 

Notes to Financial Statements
F-8 - F-17

 

F-1
 


 
Report
of Independent Registered Public Accounting  Firm
 
Shareholders
and Board of Directors
Antiaging
Quantum Living Inc.
New
York, NY
 
Opinion
on the Financial Statements
 
We
have audited the accompanying balance sheets of Antiaging Quantum Living Inc. (the “Company”) as of March 31, 2024,
the related statements of operation, stockholders’ equity, and cash flows for each of the years then ended, and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company at March 31, 2024, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Substantial
Doubt About the Company’s Ability to Continue as a Going Concern
 
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note
3 to the financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency, and has stated
that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the
events and conditions and management’s plans regarding these matters are also described in Note 3. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this
matter.
 
Basis
for Opinion
 
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
 
Critical
Audit Matter
 
Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements
and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
 
/s/
PWN LLP
 
We
have served as the Company’s auditor since October 4, 2023.
 
North
Carolina
 
April 16, 2024
 

F-2
 

 
 
Report of Independent Registered Public Accounting
Firm
 
Shareholders and Board of Directors
Antiaging Quantum Living Inc (FKA: Achison
Inc)
Flushing, NY
 
Opinion on the Financial Statements
 
We have audited the accompanying balance sheet
of Antiaging Quantum Living Inc (FKA: Achison Inc) (the “Company”) as of March 31, 2023, the related statements of
operation, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the
“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company at March 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States of America.
 
Substantial Doubt About the Company’s
Ability to Continue as a Going Concern
 
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statements, the Company
has suffered recurring losses from operations, has a net capital deficiency, and has stated that substantial doubt exists about the Company’s
ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding
these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty. Our opinion is not modified with respect to this matter.
 
Basis for Opinion
 
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Critical Audit Matter
 
Critical audit matters are matters arising
from the current period audit of the financial statements that were communicated or required to be communicated to the board of directors
and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.
 
/s/ Simon & Edward, LLP
 
We have served as the Company’s auditor
since 2022.
 
Rowland Heights, CA
 
July 14, 2023
 


F-3
 

 

ANTIAGING
QUANTUM LIVING INC (FKA. ACHISON INC)
Consolidated
Balance Sheets
As
of March 31, 2024 and 2023
 



  
March 31, 2024  
March 31, 2023 

ASSETS 
    
   

Current Assets 
    
   

Cash and cash equivalents 
$166,552  
$354 

Accounts receivable, net 
 2,001  
 - 

Advances to suppliers 
 27,000  
 - 

Other receivables and current assets 
 28,668  
 - 

Total Current Assets 
 224,221  
 354 

Non-Current Assets 
    
   

Property, plant and equipment, net 
 215,770  
 540 

Other non-current assets 
 32,473  
 - 

Operating lease right of use asset, net 
 539,946  
 - 

Total Non-Current Assets 
 788,189  
 540 

Total Assets 
 1,012,410  
 894 

  
    
   

LIABILITIES AND SHAREHOLDERS’ EQUITY 
    
   

Current Liabilities 
    
   

Accounts payable and accrued expenses 
 64,842  
 901 

Other payables 
 7,422  
 - 

Due to related parties 
 613,843  
 83,300 

Taxes payable 
 1,124  
 - 

Advances from customers 
 4,345  
 - 

Contract liabilities 
 -  
 2,800 

Operating lease liabilities - current 
 179,872  
 - 

Total Current Liabilities 
 871,448  
 87,001 

Non-Current Liabilities 
    
   

Other long-term liabilities 
 419,229  
 - 

Operating lease liabilities - non-current 
 134,903  
 - 

Total Non-Current Liabilities 
 554,132  
 - 

Total Liabilities 
 1,425,580  
 87,001 

  
    
   

  
    
   

Shareholders’ Equity 
    
   

Class A Common stock, $0.001 par value; 30,000,000 shares authorized, 29,995,000 shares issued and outstanding 
 29,995  
 29,995 

Additional paid-in capital 
 243,530  
 160,230 

Accumulated deficit 
 (689,303) 
 (276,332)

Accumulated other comprehensive income 
 2,608  
 - 

Total Shareholders’ Deficit 
 (413,170) 
 (86,107)

Total Liabilities and Shareholders’ Deficit 
$1,012,410  
$894 

 



F-4
 


 
ANTIAGING
QUANTUM LIVING INC (FKA. ACHISON INC)
Consolidated
Statements of Income and Comprehensive Income
For
the Years Ended March 31, 2024 and 2023
 


  
March 31, 2024  
March 31, 2023 

  
Years Ended 

  
March 31, 2024  
March 31, 2023 

Revenues, net 
$7,499  
$13,600 

Cost of revenues 
 771  
 - 

Gross profit 
 6,728  
 13,600 

  
    
   

Operating expenses 
    
   

Selling and marketing expense 
 71,236  
 - 

General and administrative expenses 
 348,509  
 50,230 

Total Operating expenses 
 419,745  
 50,230 

  
    
   

Loss from operations 
 (413,017) 
 (36,630)

  
    
   

Other income (expense) 
    
   

Interest income 
 45  
 - 

Other income, net 
 1  
 - 

Total other income, net 
 46  
 - 

  
    
   

Loss before income tax 
 (412,971) 
 (36,630)

  
    
   

Net loss 
 (412,971) 
 (36,630)

  
    
   

Weighted average shares outstanding 
    
   

Basic and diluted 
 29,995,000  
 29,995,000 

  
    
   

Earnings (Loss) per share 
    
   

Basic 
 (0.01) 
 - 

Diluted 
 (0.01) 
 - 

  
    
   

  
    
   

Other comprehensive income (loss): 
    
   

Net loss 
 (412,971) 
 (36,630)

Other comprehensive income (loss): 
   
  

Foreign currency translation income 
 2,608  
 - 

Total comprehensive loss 
 (410,363) 
 (36,630)

 

F-5
 

 

ANTIAGING
QUANTUM LIVING INC (FKA. ACHISON INC)
Consolidated
Statements of Changes in Shareholders’ Deficit
For
the Years Ended March 31, 2024 and 2023
 


  
Shares  
Amount  
Capital  
Reserves  
Deficit  
Income  
Total 

  
Class A
Common Stock  
Additional  
   
   
Accumulated other  
  

  
Number of  
   
Paid-in  
Statutory  
Accumulated  
Comprehensive  
  

  
Shares  
Amount  
Capital  
Reserves  
Deficit  
Income  
Total 

  
   
   
   
   
   
   
  

Balance at March 31, 2022 
 29,995,000  
$29,995  
$160,230  
$-  
$(239,702) 
$-  
$(49,477)

Net loss 
 -  
 -  
 -  
 -  
 (36,630) 
 -  
 (36,630)

Balance at March 31, 2023 
 29,995,000  
 29,995  
 160,230  
        -  
 (276,332) 
 -  
 (86,107)

  
    
    
    
    
    
    
   

Balance at March 31, 2023 
 29,995,000  
$29,995  
$160,230  
$-  
$(276,332) 
$-  
$(86,107)

Balance  
 29,995,000  
$29,995  
$160,230  
$-  
$(276,332) 
$-  
$(86,107)

Shareholder loan cancellation 
 -  
 -  
 83,300  
    
    
    
 83,300 

Net loss 
 -  
 -  
 -  
 -  
 (412,971) 
 -  
 (412,971)

Foreign currency translation adjustment 
 -  
 -  
 -  
    
    
 2,608  
 2,608 

Balance at March 31, 2024 
 29,995,000  
 29,995  
 243,530  
 -  
 (689,303) 
 2,608  
 (413,170)

Balance 
 29,995,000  
 29,995  
 243,530  
 -  
 (689,303) 
 2,608  
 (413,170)

 

F-6
 

 


ANTIAGING
QUANTUM LIVING INC (FKA. ACHISON INC)
Consolidated
Statements of Cash Flows
For
the Years Ended March 31, 2024 and 2023
 


  
March 31, 2024  
March 31, 2023 

  
Years Ended 

  
March 31, 2024  
March 31, 2023 

Cash flows from operating activities 
    
   

Net income 
$(412,971) 
$(36,630)

Adjustments to reconcile net loss to net cash (used in) operating activities: 
    
   

Depreciation and amortization expense 
 6,986  
 314 

Amortization of operating lease ROU assets 
 126,302  
 - 

Changes in assets and liabilities 
    
   

Increase in accounts receivable 
 (2,001) 
 - 

Increase in advances to suppliers 
 (27,000) 
 - 

Increase in prepaid expenses 
 (27,377) 
 - 

Increase in other current assets 
 (1,519) 
 - 

Increase in other non-current assets 
 (32,781) 
 - 

Increase in accrued and other liabilities 
 61,869  
 - 

Decrease in account payable 
 6,879  
 901 

Increase in other payable 
 8,610  
 - 

Decrease in contract liability 
 (2,800) 
 (2,800)

Decrease in operating lease liabilities 
 (353,610) 
 - 

Net cash used in operating activities 
 (649,413) 
 (38,215)

  
    
   

Cash flows from investing activities 
    
   

Purchase of fixed assets 
 (224,248) 
 - 

Net cash used in investing activities 
 (224,248) 
 - 

  
    
   

Cash flows from financing activities 
    
   

Proceeds from borrowings 
 423,209  
 24,300 

Repayment to related party payables 
 616,866  
 - 

Net cash used in financing activities 
 1,040,075  
 24,300 

  
    
   

Net increase (decrease) of cash and cash equivalents 
 166,414  
 (13,915)

  
    
   

Effect of foreign currency translation on cash and cash equivalents 
 (216) 
 - 

Cash and cash equivalents –
    beginning of period 
 354  
 14,269 

Cash and cash equivalents – end of
    period 
$166,552  
$354

  
    
   

Supplementary cash flow information: 
    
   

  
    
   

Non-cash financing and investing activities: 
    
   

Repayment of related party debt 
$83,300  
$- 

Recognized ROU assets through lease liabilities 
 671,373  
 - 

 

F-7
 


 
ANTIAGING
QUANTUM LIVING INC (FKA. ACHISON INC)
NOTES
TO FINANCIAL STATEMENTS
 
NOTE
1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
 
Antiaging
Quantum Living Inc. (FKA: Achison Inc.) (the “Company”, “us”, “we” or “our”) was incorporated
under the laws of the State of New York on December 29, 2014.
 
On
July 1, 2019, Lansdale Inc, the principal stockholder of the Company (“Seller”) an entity controlled by the Company’s
former President, Mr. Wanjun Xie, entered into a Stock Purchase Agreement (the “Agreement”) with Dazhong 368 Inc, (the “Buyer”),
pursuant to which, a total of 9,000,000 shares of Class A common stock of the Company were transferred to the Buyer, representing approximately
90% of the Company’s issued and outstanding shares of Class A common stock, resulting in a change of the control of the Company.
Mr. Dingshan Zhang was appointed as the President and CEO of the Company at the same date.
 
On
April 10, 2023, Mr. Barry Wan acquired control of 29,215,000 restricted shares of common stock (the “Purchased Shares”) of
the Company, representing approximately 97% of the Company’s total issued and outstanding common stock (the “Common Stock”)
from Dazhong 368 Inc and Sophia 33 Inc, two New York corporations controlled by the Company’s then President, Chief Executive Officer
and sole director, Dingshan Zhang (the former President) pursuant to the terms of a Stock Purchase Agreement by and among the parties
thereto (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement (“SPA”), Mr. Wan paid an aggregate
purchase price of four hundred thousand dollars ($400,000.00) to Mr. Zhang in exchange for the Purchased Shares. The foregoing transaction
resulted in a change of control of the Company, with Mr. Wan acquiring 97% of the Company’s outstanding Common Stock held through
New Lite Ventures LLC, a New York LLC. Both before and after the transactions, the Company had 29,995,000 shares of its common stock
outstanding.
 
In
connection with the transaction, on April 10, 2023, Mr. Dingshan Zhang resigned from all positions he held with the Company. On April
10, 2023, Ms. Jing Wan was appointed by our majority shareholder as our Chief Executive Officer, Chief Financial Officer, President and
Director. On June 16, 2023, Mr. Barry Wan consented to act as the new CEO and CFO after Ms. Jing Wan resigned. The Company was renamed
as Antiaging Quantum Living Inc on June 14, 2023 by the new management. The Company is an investment holding company; its primary business
operations are conducted through its subsidiaries as described below.
 
AAQL
Inc. (“BVI Holding”) was incorporated under the Laws of the British Virgin Islands to function as a holding company responsible
for managing all business operations outside of the United States.
 
AAQL
HK Limited (“Hong Kong Holding”) was incorporated under the Laws of Hong Kong as a wholly-owned subsidiary of the BVI Holding.
Hong Kong Holding’s primary role is to act as a holding company overseeing business activities exclusively within the Asia-Pacific
markets.
 
Antiaging
Doctor Hangzhou Holding LTD (“Dao Ling Doctor Hangzhou”) was incorporated as a wholly-owned subsidiary of Hong Kong Holding
on November 13, 2023 under the laws of the People’s Republic of China, with its principal place of business situated in Xiaoshan
District, Hangzhou, Zhejiang Province. Its primary business is to provide development, operation,
and management services to domestic e-commerce platform companies, offering personalized marketing plans, promotional strategies, and
charging brand usage fees for the “Dao Ling Doctor” brand.
 
Dao
Ling Doctor (Zhejiang) Health Management Limited (“Dao Ling Doctor Zhejiang”) was incorporated as a wholly-owned subsidiary
of Dao Ling Doctor Hangzhou on November 30, 2023 under the laws of the People’s Republic of China, with its principal place of
business situated in Hangzhou, Zhejiang Province. Its primary business involves providing professional
technical development and maintenance services to distributors of the “Dao Ling Doctor” brand, and collecting technical service
fees.
 
Dao
Ling Doctor (Huzhou) Health Management Limited (“Dao Ling Doctor Huzhou”) was incorporated as a wholly-owned subsidiary of
Dao Ling Doctor Hangzhou on December 6, 2023 under the laws of the People’s Republic of China, with its principal place of business
situated in Huzhou, Zhejiang Province. Its primary business involves providing health consulting
services (excluding diagnosis and treatment services), network and information security software development and big data services, and
other services.
 
Antiaging
Quantum Living Inc. and its subsidiaries are collectively referred to as the “Company”.
 

F-8
 


 
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis
of Presentation and Principles of Consolidation
 
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries.
All significant inter-company transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
 
In
the opinion of management, the financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair
presentation of the results for the interim periods presented. However, the results of operations included in such financial statements
may not necessary be indicative of annual results.

 
Use
of Estimates
 
The
accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”)
and the rules and regulations of the Securities and Exchange Commission (the “SEC”).
 
The
preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates, judgments and
assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those
estimates and assumptions.
 
Functional
and presentation currency
 
The
functional currency of the Company is the currency of the primary economic environment in which the Company operates which is Chinese
Yuan (“RMB”). The RMB is not freely convertible into the US dollar and may be subject to PRC currency restrictions for payments,
including the distributions of dividends or retained earnings to the Company by its subsidiaries or its variable interest entities.
 
Transactions
in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction.
At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end
of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end
are included in income statement of the period.
 
For
the purpose of presenting these financial statements, the Company’s assets and liabilities are expressed in US$ at the exchange
rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, and income and expense items
are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated
other comprehensive income (loss) in the stockholder’s equity (deficits) section of the balance sheets.
 
Exchange
rate used for the translation as follows:
 SCHEDULE
OF EXCHANGE RATE


US$ to RMB 
Period End  
Average 

March 31, 2024 
 7.2212  
 7.1533 

March 31, 2023 
 6.8691  
 6.8528 

 

F-9
 


 
Cash
and Cash Equivalents
 
Cash
and cash equivalents include cash in banks, bank deposits, and highly liquid investments with maturities of three months or less at the
date of origination.
 
Advances
to Suppliers
 
The
Company occasionally makes advances to suppliers to secure future deliveries of goods or services. These advances are recorded as assets
on the balance sheet and are recognized as inventory when the related goods are received or as expenses when the related services are
received. These advances primarily relate to the purchase of inventory goods to be sold.
 
The
Company periodically reviews the recoverability of advances to suppliers and establishes allowances for potential losses when necessary.
 
Property
and Equipment
 
Property
and equipment are carried at cost net of accumulated depreciation. Expenditures that improve the functionality of the related asset or
extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is
included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease
term or estimated useful life of the asset. 
 
Property
and equipment are depreciated on a straight-line basis over the following periods:
SCHEDULE OF PROPERTY AND EQUIPMENT DEPRECIATION 


Leasehold improvements
 
2 years

Office
    furniture and equipment
 
3 years

 
Impairment
of Long-Lived Assets
 
The
Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC
360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived
assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant
unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve breakeven operating results over an
extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should
impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash
flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.
 
Impairment
loss on property and equipment was $nil and $nil for the years ended March 31, 2024 and 2023, respectively.
 
Customer
Advances
 
The
Company records customer advances as liabilities when consideration is received in advance of the transfer of goods. These advances are
recognized as revenue when the performance obligations associated with the advance are satisfied. These advances relate to the advance
payment for orders of goods placed by the customers.
 
Lease
 
The
Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach,
electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard
on January 1, 2019.
 

F-10
 


 
The
new leasing standard requires recognition of leases on the balance sheets as right-of-use (“ROU”) assets and lease liabilities.
ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s
obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized
based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum
based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s
leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available
at commencement date in determining the present value of lease payments. The Company does not recognize any leases
with an initial term of 12 months or less on the balance sheets.
 
Operating
lease cost is recognized as a single lease cost on a straight-line basis over the lease term. Variable lease payments for common area
maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances
on which the variable lease payments are based occur. 
 
Revenue
Recognition
 
Revenue
is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods or services. The Company determines revenue recognition by applying the following
steps: 1) identification of the contract, or contracts, with a customer; 2) identification of the performance obligations in the contract;
3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and
5) recognition of revenue when, or as, we satisfy a performance obligation.
 
Online
advertising
 
The
Company operates an online advertising platform that connects advertisers with publishers to display digital advertisements.
 
For
the Company, revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the advertisement
is delivered and viewable to the end-user with no other terms and conditions.
 
Sales
of goods
 
The
Company operates a mobile application (“App”) through which it sells health and beauty products to customers.
 
For
the Company, revenue recognition occurs upon the following events: when a customer places an order, payment is received, and the goods
are delivered to or drop-shipped to and accepted by the customer. Provisions are made for estimated sales returns based on historical
return rates and experience which are immaterial. The Company may record contract liabilities, such as customer advances, when payments
are received from customers prior to delivery or acceptance of goods by customers.
 
Selling,
General and Administrative Expenses
 
Selling,
general, and administrative expenses primarily consist of costs related to sales and marketing activities, administrative functions,
and certain start-up costs.
 
Selling
expenses include, but are not limited to, sales commissions, advertising costs, shipping and handling expenses, and costs associated
with trade shows and promotional events. General and administrative expenses encompass salaries and benefits of employees not directly
involved in production, rent, utilities, office supplies, legal and professional fees, other overhead costs, and certain start-up costs.
 
Start-up
costs represent expenses associated with the establishment of new operations, including activities such as market research, product development,
and initial marketing efforts.
 
The
Company recognizes these expenses as incurred, consistently matching with the revenues generated.
 

F-11
 


 
Income
Taxes
 
The
Company records income tax expense using the asset-and-liability method of accounting for deferred income taxes. Under this method, deferred
taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance if, based on available evidence,
it is more likely than not that the deferred tax assets will not be realized.
 
When
tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others
are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The
benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management
believes it is more-likely-than-not the position will be sustained upon examination, including the resolution of appeals or litigation
processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not
recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement
with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount described
above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest
and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is
classified as interest expense and penalties are classified in general and administrative expenses in the statements of operations.
 
Earnings
Per Share
 
The
Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per
share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding
during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments
to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings
of the Company.
 
As
of March 31, 2024 and 2023, the Company does not have any potentially dilutive instrument.
 
Contingencies
 
Certain
conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company which will be resolved
when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such
assessment inherently involves judgment. In assessing loss contingencies arising from legal proceedings pending against the Company or
unasserted claims that may rise from such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings
or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
 
If
the assessment of a contingency indicates it is probable a material loss will be incurred and the amount of the loss can be reasonably
estimated, then the estimated loss is accrued in the Company’s financial statements. If the assessment indicates a material loss
contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability,
together with an estimate of the range of possible loss if determinable and material would be disclosed.
 

F-12
 


 
Fair
Value Measurements
 
Fair
value accounting establishes a framework for measuring fair value and expands disclosure about fair value measurements. Fair value, which
is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value into three levels as follows:
 


 
●
Level 1 inputs to the valuation
    methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 
 
 

 
●
Level 2 inputs to the valuation
    methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets
    or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

 
 
 

 
●
Level 3 inputs to the valuation
    methodology are unobservable and significant to the fair value.

 
The
Company’s financial instruments consisted of cash, accounts payable, contract liabilities and loan from shareholders. The estimated
fair value of those balances approximates the carrying amount due to the short maturity of these instruments.
 
Credit
Losses on Financial Instruments
 
The
Company recognizes credit losses on financial instruments in accordance with Accounting Standards Codification (ASC) Topic 326, Financial
Instruments – Credit Losses. The Company uses the Current Expected Credit Losses (CECL) model to estimate credit losses on financial
assets measured at amortized cost, as well as certain off-balance sheet credit exposures.
 
Under
the CECL model, the estimation of credit losses involves significant judgment and estimation uncertainty. Management exercises its judgment
based on historical loss experience, current economic conditions, and reasonable and supportable forecasts. Changes in these factors
could have a material impact on the estimated credit losses.
 
As
of March 31, 2024, the Company does not have any financial instruments subject to credit loss evaluation.
 
Income
Taxes
 
The
Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred
tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred
taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more
likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is
uncertain.
 
Under
ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained
in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first
step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution
of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that
meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position
is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions
that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in
which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized
in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to
underpayment of income tax are classified as income tax expense in the year incurred.
 

F-13
 


 
Recent
Accounting Pronouncements 
 
In
June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on
Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss”
model, rather than the “incurred loss” model, which requires all expected losses to be determined based on historical experience,
current conditions and reasonable and supportable forecasts. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective
date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies (SRCs) as defined by the SEC. ASU No.
2016-13 is effective for SRCs for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
The Company adopted ASU 2016-13 on its financial position and results of operations as of April 1, 2023, with no material impact.
 
There
were other updates recently issued. The management does not believe that other than the disclosed above, accounting pronouncements the
recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.
 
NOTE
3 – GOING CONCERN
 
The
Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement
of liabilities and commitments in the normal course of business. The Company had an accumulated deficit of $689,303 as of March 31, 2024
and negative working capital of $647,227. These factors, among others, raise substantial doubt about the Company’s ability to continue
as a going concern.
 
Management’s
plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve
its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely
basis, obtain additional working capital funds from the majority shareholder and President of the Company to eliminate inefficiencies
in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient
to fund the Company’s ongoing capital expenditures and other requirements.
 
The
financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts
and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
 
NOTE
4 – PROPERTY AND EQUIPMENT
 
Property
and equipment, net comprised of the following:
 SCHEDULE
OF PROPERTY AND EQUIPMENT


  
March
    31, 2024  
March
31, 2023 

At Cost: 
    
   

Leasehold improvements in progress 
 72,574  
 - 

Leasehold improvements 
 144,532  
 - 

Office furniture 
 5,997  
 950 

Total cost 
 223,103  
 950 

Less: Accumulated depreciation 
 (7,333) 
 (410)

Total, net 
 215,770  
 540 

 
Depreciation
expenses was $6,986 and $314 for the years ended March 31, 2024 and 2023, respectively.
 

F-14
 

 

NOTE
5 – LOANS PAYABLE
 
The
Company has outstanding loans payable to unrelated third parties in the amount of $419,229 and $nil as of March 31, 2024 and 2023, respectively.
These loans are unsecured, non-interest-bearing, with a maturity date of October 19, 2026.
 
NOTE
6 – RELATED PARTY TRANSACTIONS
 
Loan
from shareholders
 
In
August 2019, the Company borrowed $71,000
from the former President of the Company, Mr.
Dingshan Zhang, which bears no interest with a maturity in December
2021. During the year ended March 31, 2022, the
Company repaid $17,000
to Mr. Zhang. In May 2021 the Company borrowed
an additional $5,000
from Mr. Zhang. On December 29, 2021, the Company
and Mr. Zhang verbally amended the loan agreement and extended the maturity date to December
31, 2023. During the year ended March 31, 2023,
the Company received an additional loan in the total amount of $24,300
from, Mr. Zhang.
 
Upon consummation of the change
of control which resulted from that certain SPA entered into on April 10, 2023, the balance of the $83,300
shareholder loan was waived by Mr. Zhang in its
entirety, which was recognized as an equity transaction with the shareholder.
 
During
the years ended March 31, 2024, the Company received advances in the total amount of $613,843 from Mr. Wan, our President for working
capital purpose. The loan is unsecured, non-interest-bearing and due on demand. The amount due to Mr. Wan was $613,843 and $nil as of
March 31, 2024 and 2023.
 
NOTE
7 – CONTRACT LIABILITIES
 
Contract
liabilities represent payments received in advance of performance under the contract for the unsatisfied performance obligation and are
realized when the associated revenue is recognized under the advertising contracts. As of March 31, 2024 and 2023, contract liabilities
were $nil and $2,800, respectively.
 
NOTE
8 – INCOME TAX
 
The
Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to
generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against
deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In
future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts
to be more likely than not.
 
United
States
 
Net
operation losses (“NOLs”) can carry forward indefinitely up to offset 80% of taxable income after CARES Act effect on December
31, 2017. As of March 31, 2024 and 2023, deferred tax assets resulted from NOLs of approximately $97,000 and $69,000, respectively. The
deferred tax asset has been fully reserved for valuation allowance as the Company believes they will most-likely-than-not realize the
benefits.
 
Hong
Kong
 
Companies
incorporated in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements
adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% on its taxable income generated from operations
in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned
in Hong Kong since inception. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not
subject to any Hong Kong withholding tax.
 

F-15
 


 
PRC
 
Effective
on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules impose a unified enterprise income tax rate of
25% on all domestic-invested enterprises and foreign investment enterprises in PRC, unless they qualify under certain limited exceptions.
As such, starting from January 1, 2008, the Company’s subsidiaries in PRC are subject to an enterprise income tax rate of 25%.
NOLs can typically carried forward for a certain number of years (usually five years) to offset against future taxable income.
The deferred tax asset has been fully reserved for valuation
allowance as the Company believes they will most-likely-than-not realize the benefits.
 
The
following table summarizes the taxable income (loss) before income taxes by jurisdiction:
 SCHEDULE
OF TAXABLE INCOME (LOSS) BEFORE INCOME TAXES


  
2024  
2023 

  
Years ended March 31, 

  
2024  
2023 

United States 
$(135,502) 
$(36,630)

Hong Kong 
 -  
 - 

China 
 (277,469) 
 - 

Total 
$(412,971) 
$(36,630)

 
The
following table summarizes a reconciliation of income tax expense for operations, calculated at the statutory income tax rate to total income tax expense (benefit):
 
SCHEDULE
OF RECONCILIATION OF INCOME TAX EXPENSE FOR OPERATIONS


  
2024  
2023 

  
Years ended March 31, 

  
2024  
2023 

Income tax expense at federal statutory rate 
 21.0% 
 21.0%

Income tax expense at state statutory rate 
 7.5% 
 7.5%

Income tax expense at PRC statutory rate 
 25.0% 
 -%

Increases (decreases) due to: 
    
   

Foreign tax rate differential 
 -% 
 -%

Change in valuation allowance 
 (53.5)% 
 (28.5)%

Effective tax rate 
 -% 
 -%

 
NOTE
9 – SHAREHOLDERS’ EQUITY
 
The
Company is authorized to issued 30,000,000 shares of Class A common stock.
 
On
August 19, 2019, the Company amended its article with New York State to increase the authorized Class A common shares with a par value
of $0.001 to 30,000,000 shares.
 
On
October 11, 2021, the Company amended its article with New York State to change the authorized Class A common shares with a par value
of $0.001 to 100,000,000 shares; and to increase the authorized preferred shares with par value $0.001 to 20,000,000 shares.
 
On
March 28, 2023, the Company amended its article with New York State to change the authorized common shares with a par value of $0.001
to 30,000,000 shares, no preferred shares.
 
During
the years ended March 31, 2024, a shareholder loan in the amount of $83,300 was forgiven by our former President and recorded as additional
paid-in capital.
 

F-16
 

 

NOTE
10 – LEASES
 
The
Company has two operating leases for its office space.
 
Operating
lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease
term. The discount rate used to calculate present value is incremental borrowing rate or, if available, the rate implicit in the lease.
The Company determines the incremental borrowing rate for each lease based primarily on its lease term in PRC which is approximately
4.75%.
 
Operating
lease expenses were $132,517 and $nil for the years ended March 31, 2024 and 2023, respectively.
 
The
components of lease expense and supplemental cash flow information related to leases for the period are as follows:
 SCHEDULE
OF LEASE EXPENSES AND SUPPLEMENTAL CASH FLOW INFORMATION


  
Years ended March 31, 

  
2024  
2023 

Lease cost 
    
   

Operating lease cost 
$132,517  
$- 

  
    
   

Other Information 
    
   

Cash paid for amounts included in the measurement of lease liabilities 
$356,441  
$- 

Weighted average remaining lease term – operating leases (in years) 
 1.75  
 - 

Average discount rate – operating lease 
 4.75% 
 -%

 
The
supplemental balance sheet information related to leases is as follows:
 SCHEDULE
OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASE


  
March 31, 2024  
March 31, 2023 

Operating leases 
    
   

Right-of-use assets 
$539,946  
$- 

Operating lease liabilities 
$314,775  
$- 

 
The
undiscounted future minimum lease payment schedule as follows:
 SCHEDULE
OF UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS


  
   

For the year ending March 31, 
   

2025 
 - 

2026 
 326,168 

Thereafter 
 - 

Total undiscounted lease payments 
 326,168 

Less: interest 
 (11,393)

Total lease liabilities 
 314,775 

 
NOTE
11 – SUBSEQUENT EVENTS
 
The
Company evaluated all events or transactions that occurred after March 31, 2024 through the date the financial statements were issued.
During the period, the Company did not have any material recognizable subsequent events required to be disclosed or adjusted as of and
for the years ended March 31, 2024.
 

F-17
 


 
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
Not
Applicable.
 
Item
9A. Controls and Procedures
 
Evaluation
of Disclosure Controls and Procedures
 
Disclosure
controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports
filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported
within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective
of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order
to allow timely consideration regarding required disclosures.
 
The
evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design,
the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including
our Chief Executive Officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject
to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
 
As
of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were material weakness in
our internal controls over Financial reporting as of March 31, 2024 and they were therefore not as effective as they could be to ensure
that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
The material weakness in our controls and procedure were lack of US GAAP knowledge and segregation duties. Management does not believe
that any of these material weaknesses materially affected the results and accuracy of its financial statements. However, in view of this
discovery of such weaknesses, management has begun a review to improve them.
 
Management’s
Annual Report on Internal Control over Financial Reporting
 
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance
with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to
provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii)
compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control
- Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
 
Management’s
assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended
March 31, 2024. We believe that internal controls over financial reporting as set forth above shows material weaknesses and are not effective.
We have identified material weaknesses considering the nature and extent of our current operations and any risks or errors in financial
reporting under current operations.
 

10
 

 

This
annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting
firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.
 
Subsequent
to the end of the period covered by this report, and in light of the weakness described above, management is in the process of designing
and implementing improvements in its internal control over financial reporting and we currently plan to hire an independent third-party
consultant to assist in identifying and determining the appropriate accounting procedures and controls to implement.
 
Item
9B. Other Information
 
Not
applicable.
 
PART
III
 
Item
10. Directors, Executive Officers and Corporate Governance
 
The
following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and
positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive
officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are
elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors.
 
The
following table sets forth information regarding the members of the Company’s board of directors and its executive officers:
 


Name
 
Age
 
Position
 
Year
    Commenced

Dingshan Zhang (1)
 
59
 
President, CEO, CFO and Director (Resigned in April
    2023)
 
2019

Jing Wan (2)
 
35
 
President, CEO, CFO and Director (Resigned in June
    2023)
 
2023

Barry Wan (3)
 
35
 
President, CEO, CFO and Director (Appointed in June
    2023)
 
2023

 


 
(1)
Mr. Zhang resigned as a
    Director, President, CEO and CFO of the Company on April 10, 2023.

 
(2)
Ms. Wan was resigned as
    a Director, President, CEO and CFO of the Company on June 16, 2023.

 
(3)
Mr. Wan was appointed as
    a Director, President, CEO and CFO of the Company on June 16, 2023.

 
Directors
serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year
until the meeting of the board of directors following the annual meeting of stockholders and until their successors have been elected
and qualified.
 
Dingshan
Zhang has been the President and director of the Company since July 2019. Mr. Zhang was born in Fujian, China. He established Sophia
33 Inc. since 2012 which is focus on body health and personal body services. Since 2016, Mr. Zhang also established Dazhong 368 Inc.
in 2016, which is mainly focus on stock investment.
 
Jing
Wan has been the Manager of Your Vanity Realty, a Real Estate company with offices in New York and Shanghai from January 2020 to
President. From October 2016 to December 2019, Ms. Wan was a Marketing Associate at Douglas Elliman, a Real Estate Company in New York.
From March 2015 to August 2016, Ms. Wan was a Marketing Associate at Greenland US Holding, a New York-based subsidiary of Greenland Holding
Group, which develops residential and commercial properties in more than 30 countries. From February 2014 to March 2015, Ms. Wan was
the Marketing & PR Manager for Menusifu, a software company based in New York that offers a Cloud-based Restaurant POS system. From
September 2013 to February 2014, Ms. Wan was the Senior Merchant Consultant at Universal Processing, a credit card processing company
located in New York. has a US Accounting Professional Certificate, a Bachelor of Arts in English Language and Literature and Bachelor
of Economics from China Agricultural University (2012), a Bachelor of Science, Agribusiness and Management from Purdue University (2012)
and a Master of Business Administration, Marketing/Strategy from New York University – Leonard N. Stern School of Business (2021).
 

11
 

 

Barry
Wan obtained a Bachelor of Science in Mechanical Engineering from The Hefei University of Technology, followed by a Master’s
degree from Queens College, the City University of New York.
 
Mr.
Wan is a seasoned entrepreneur who has made significant contributions to the science and technology, real estate, and insurance sectors
in both the United States and China. In the 2000s, he successfully established multiple companies in the U.S., including REMAX People
Realty, where he served as the founder and CEO. Under his leadership, REMAX People Realty has become one of the leading real estate brokerage
firms in New York City.
 
In
the 2010s, Mr. Wan expanded his entrepreneurial endeavors into China. Mr. Wan founded Ymall, an innovative ecommerce 2.0 platform catering
to both online and physical retailers. Additionally, he established Anti-Age Dr. and Tai Bao Global Ecological NewWealth.
 
Furthermore,
Mr. Wan has also contributed his expertise as a Strategy Consultant for Renmi (Hangzhou) Network Technology Co., Ltd. and held the esteemed
position of Executive Chairman at the China Real Estate Chamber of Commerce.
 
Term
of office
 
All
officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors
have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect
to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or
reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors.
Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse
Directors for expenses related to their activities.
 
None
of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings
or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five
(5) years.
 
Director
Independence
 
The
Board consists of only one member, who does not meet the independence requirements of the Nasdaq Stock Market as currently in effect.
 
Committees
and Terms
 
The
Board of Directors (the “Board”) has not established any committees. The Company will notify its shareholders for an annual
shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection
with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific
policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.
 
Code
of Ethics
 
To
date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the
Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We
expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results
in the acquisition of an on-going business and thereby commences operations.
 

12
 

 

Corporate
Governance
 
There
have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors.
In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee
financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope
of our business and needs.
 
Nominating
Committee
 
We
have not adopted any procedures by which security holders may recommend nominees to our board of directors.
 
Audit
Committee and Audit Committee Financial Expert
 
We
do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors, which currently
consists of Barry Wan, handles the functions that would otherwise be handled by an audit committee. We do not currently have the capital
resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing
to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors, we expect
that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board
would make a determination as to whether such person is independent.
 
Item
11. Executive Compensation
 
During
the three years ended March 31, 2024, 2023 and 2022, no salaries were paid to any officers or directors.
 
Executive
compensation during the three years ended March 31, 2024, 2023 and 2022 were as follows:
 
Summary
Compensation Table
 


Name and Principal Position 
 Year   
 Salary ($)   
 Bonus ($)   
 Stock Awards ($)   
 Option Awards ($)   
 Non-Equity Incentive Plan Compensation ($)   
Change in Pensions Value and Nonqualified Deferred Compensation Earnings ($) 
 All Other Compensation ($)   
Total ($)

Dingshan Zhang, Chief Executive Officer / Chief Financial Officer (1) 
 2023  
 -  
 -  
 -  
 -  
 -  
- 
 -  
-

  
    
    
    
    
    
    
  
    
 

  
 2022  
 -  
 -  
 -  
 -  
 -  
- 
 -  
-

  
    
    
    
    
    
    
  
    
 

Jing Wan, Chief Executive Officer / Chief Financial Officer (2) 
 2023  
 -  
 -  
 -  
 -  
 -  
- 
 -  
-

  
    
    
    
    
    
    
  
    
 

Barry Wan, Chief Executive Officer / Chief Financial Officer (3) 
 2024  
 -  
 -  
 -  
 -  
 -  
- 
 -  
-

  
    
    
    
    
    
    
  
    
 

  
 2023  
 -  
 -  
 -  
 -  
 -  
- 
 -  
-

 


 
(1)
Mr. Zhang resigned as a
    Director, President, CEO and CFO of the Company on April 10, 2023.

 
(2)
Ms. Wan resigned as a Director,
    President, CEO and CFO of the Company on June 16, 2023.

 
(3)
Mr. Wan was appointed as
    a Director, President, CEO and CFO of the Company on June 16, 2023

 

13
 



 
Director
Compensation
 
We
do not currently pay any compensation to our directors, nor do we pay directors’ expenses in attending board meetings.
 
Employment
Agreements
 
The
Company has not entered into employment agreements with any of its employees or officers as of March 31, 2024.
 
Stock
Option Plan
 
We
do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities. However, we may
adopt an incentive and non-statutory stock option plan in the future.
 
Employee
Pension, Profit Sharing or other Retirement Plans
 
We
do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans
in the future.
 
Item
12. Security ownership of certain beneficial owners and management
 
The
following table sets forth, as of March 31, 2024, the number and percentage of our outstanding shares of Class A common stock owned by
(i) each person known to us to beneficially own more than 5% of our outstanding Class A common stock, (ii) each director, (iii) each
named executive officer, and (iv) all officers and directors as a group. Our Class A common stock beneficially owned and percentage ownership
was based on 29,995,000 shares outstanding on March 31, 2023.
 


Title
of Class 
Name and Address Of Beneficial Owner 
Position  
Amount and Nature Of Beneficial Ownership  
Percent Of Class(1) 

  
  
   
   
  

Class A Common Stock 
New Living Ventures LLC, 133-27 39th Ave, Ths #PH2A, Flushing, NY 11354(2)(3) 
      -  
 29,215,000  
 97.40%

Class A Common Stock 
Barry Wan, CEO, CFO and Director, 133-27 39th Ave, Ths #PH2A, Flushing, NY 11354(3) 
 -  
 29,215,000  
 97.40%

Class A Common Stock 
All Officers and Directors  As a Group (1 person) 
    
 0  
 0%

 


(1)
Based upon 29,995,000 shares
    outstanding as of March 31, 2024.

(2)
Mr. Barry Wan has voting
    and dispositive power over the shares owned by New Living Ventures LLC

(3)
It includes the shares
    owned by New Living Ventures LLC, a Delaware limited liability company, which is controlled
    by Mr. Barry Wan, our CEO and CFO. 

 

14
 


 
Item
13. Certain Relationships and Related Transactions, and Director Independence
 
The
Company has been provided office space by its President at no cost. The management determined that such cost is nominal and did not recognize
the rent expense in its financial statements.
 

In
August 2019, the Company borrowed $71,000 from the former President of the Company, Mr. Dingshan Zhang, which bears no interest with
a maturity in December 2021. During the year ended March 31, 2022, the Company repaid $17,000 to Mr. Zhang. In May 2021 the Company borrowed
an additional $5,000 from Mr. Zhang. On December 29, 2021, the Company and Mr. Zhang verbally amended the loan agreement and extended
the maturity date to December 31, 2023. During the year ended March 31, 2023, the Company received an additional loan in the total amount
of $24,300 from, Mr. Zhang.
 
Upon
consummation of the change of control which resulted from that certain SPA entered into on April 10, 2023, the balance of the $83,300
shareholder loan was waived by Mr. Zhang in its entirety, which was recognized as an equity transaction with the shareholder.
 

During the years ended March 31, 2024, the Company
received advances in the total amount of $613,843 from Mr. Wan, our President for working capital purpose. The loan is unsecured, non-interest-bearing
and due on demand. The amount due to Mr. Wan was $613,843 and $nil as of March 31, 2024 and 2023.

 
Item
14. Principal Accounting Fees and Services 
 
During
2024 and 2023, Simon & Edward, LLP and PWN LLP, the Company’s independent auditors have billed for their services as set forth
below. In addition, fees and services related to the audit of the financial statements of the Company for the period ended March 31,
2024 as contained in this Report, are estimated and included for the fiscal year ended March 31, 2024.

 


  
Years ended March 31, 

  
2024  
2023 

  
   
  

Audit Fees – Simon & Edward, LLP 
$-  
$10,000 

Audit Fees – PWN LLP 
$15,000  
$- 

Audit-Related Fees 
$20,000  
$4,596 

All Other Fees 
$550  
$1,000 

Total Fees 
$35,500  
$15,596 

 
Pre-Approval
Policy
 
Our
Board as a whole pre-approves all services provided by PWN LLP. For any non-audit or non-audit related services, the Board must conclude
that such services are compatible with PWN LLP independence as our auditors.
 

15
 


 
PART
IV
 
Item
15. Exhibits, Financial Statement Schedules
 


3.1*
Articles of Incorporation (filed as exhibit to the Form S-1 filed with the SEC on May 2, 2016)

 
 

3.2 *
By-laws (filed as an Exhibit to Form S-1 filed with the SEC on May 2, 2016)

 
 

31.1**
Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.

 
 

31.2**
Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.

 
 

32.1**
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 


101.INS**
 
Inline XBRL Instance Document

101.SCH**
 
Inline XBRL Taxonomy Extension
    Schema Document

101.CAL**
 
Inline XBRL Taxonomy Extension
    Calculation Linkbase Document

101.DEF**
 
Inline XBRL Taxonomy Extension
    Definition Linkbase Document

101.LAB**
 
Inline XBRL Taxonomy Extension
    Label Linkbase Document

101.PRE**
 
Inline XBRL Taxonomy Extension
    Presentation Linkbase Document

 
*
Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on May 2, 2016.
 
**
Filed herewith
 

16
 

 

SIGNATURES
 
In
accordance with the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 16th day of May, 2024
 


 
Antiaging Quantum Living Inc.

 
 
 

 
By:
/s/ Barry
    Wan

 
 
Barry Wan, President

 
 
Chief Executive Officer

 
In
accordance with the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities indicated and on the dates stated.
 


Dated: May 16, 2024
By:
/s/
    Barry Wan

 
 
Barry Wan

 
 
CEO, CFO, Sec. and Director

 

17
 


 
EXHIBIT
INDEX
 


3.1*
 
Articles of Incorporation (filed as exhibit to the Form S-1 filed with the SEC on May 2, 2016)

 
 
 

3.2*
 
By-laws (filed as an Exhibit to Form S-1 filed with the SEC on May 2, 2016)

 
 
 

31.1**
 
Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.

 
 
 

31.2**
 
Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.

 
 
 

32.1**
 
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
 
 

101.INS**
 
Inline XBRL Instance Document

101.SCH**
 
Inline XBRL Taxonomy Extension
    Schema Document

101.CAL**
 
Inline XBRL Taxonomy Extension
    Calculation Linkbase Document

101.DEF**
 
Inline XBRL Taxonomy Extension
    Definition Linkbase Document

101.LAB**
 
Inline XBRL Taxonomy Extension
    Label Linkbase Document

101.PRE**
 
Inline XBRL Taxonomy Extension
    Presentation Linkbase Document

104
 
Cover Page Interactive
    Data File (embedded within the Inline XBRL document)

 


*
Incorporated by reference
    to the Company’s Registration Statement on Form S-1 as filed with the SEC on May 2, 2016.

 
 

**
Filed herewith

 

18


